NERI KARRA's website(s) and related services are made available to you in accordance with the following Terms and Conditions of Trading for Retailers. Please read carefully before placing any orders on www.nerikarra.com and e-shop.nerikarra.com. We recommend you should keep a copy of the T&C for future reference.

Interpretation: In these Terms and Conditions of Trading for Retailers (the “Agreement”), unless the context otherwise requires: “Products” means the NERI KARRA’s range of Products. “Shop Premises” means any of the addresses at which the Customer is operating the business described above approved by NERI KARRA’s for so long as such Shop Premises remain approved by NERI KARRA and such other Shop Premises as may be approved in writing from time to time by NERI KARRA. For the avoidance of doubt, nothing in this definition shall extend to any website addresses or any websites from which the Customer trades.

Agreement to sell: During the continuance of this Agreement NERI KARRA may sell and the Customer shall purchase such quantities of the Products as may be ordered by the Customer from time to time.

Inspection: NERI KARRA shall be entitled during normal working hours to enter the Shop Premises of the Customer for the purpose of inspecting such Shop Premises and ensuring that it complies with the Standards (as referred to below) or any other instructions or directions which may have been given to the Customer by NERI KARRA pursuant to this Agreement.

No Precedence: Whilst NERI KARRA agrees to take all such steps as may reasonably be required to fulfil its obligations under this Agreement in the normal course, NERI KARRA shall not be obliged to give the Customer any priority over any other customer of NERI KARRA with regard to the supply or delivery of the Products.

Availability of Stock: NERI KARRA shall use reasonable endeavours to maintain stocks of the Products sufficient to fulfil its obligations under this Agreement. NERI KARRA seeks to stock the entire range of Products at its premises but individual items may go out of stock. Save where there are any manufacturing problems, stock is likely to be available within two weeks of being out of stock. If an item of stock is not available to be delivered to the Customer, the Customer should reorder such items from NERI KARRA.

Delivery Times: NERI KARRA shall use reasonable endeavours to deliver Products by the date if any set out on the relevant order but the time of delivery shall not be of the essence and if, despite those endeavours, NERI KARRA is unable to fulfil any delivery of the Products on the date specified, NERI KARRA shall not be in breach of this Agreement nor shall it have any liability to the Customer.

Errors in Delivery: The Customer shall, within three days of the arrival of each delivery of the Products at its premises, notify NERI KARRA in writing of any defect by reason of which the Customer alleges that the Products delivered are not in accordance with the relevant order and which should be apparent on reasonable inspection.

Assumption of Correct Delivery: If the Customer fails to give notice as provided in this Agreement, and/or signs any delivery note confirming correct delivery then save for any defects which are not apparent on reasonable inspection, the Products are conclusively presumed in all respects to be in accordance with the relevant order, and the Customer to have accepted the delivery of the Products in question and NERI KARRA shall have no liability whatsoever therefore.

Remedy of Errors Made in Delivery: If the Customer rejects any delivery of the Products which are not in accordance with the relevant order, subject to the terms of this Agreement NERI KARRA within ten days of being requested to do so in writing by the Customer shall supply replacement Products which are in accordance with the relevant order and NERI KARRA shall not be in breach of this Agreement nor have any liability to the Customer.

Forecasting: The Customer is not required to supply estimated orders in advance.

NERI KARRA’s Pricing Strategy: Subject to the following provisions of this clause, the Price for Products shall be calculated in accordance with NERI KARRA’s pricing strategy in force at the date of the relevant order. NERI KARRA shall be entitled to increase the price for the Products to cover extra expenses incurred as a result of the Customer’s instructions or lack of instructions.

Price Increases: NERI KARRA shall be entitled to increase its prices for the Products at least once per year, or more frequently if NERI KARRA, in its sole discretion considers the same to be justified by any material increase in the prices of raw materials used in the manufacture of the Products or their packaging, and NERI KARRA shall promptly notify the Customer of any such increase.

Price Excludes VAT, Packing, Carriage and Insurance: Unless otherwise expressly stated in writing, all prices are exclusive of VAT which shall be charged where appropriate at the rate prevailing at the relevant tax point and exclusive of costs of packaging, carriage and insurance which shall be added to the price.

Charge of Late Payment: The Customer shall pay NERI KARRA in advance on a pro-forma basis in respect to the Customer’s first three orders of NERI KARRA e’s Products. Thereafter in respect to subsequent orders the Customer shall make payment in full within fourteen days of the date of the relevant invoice. Interest at the annual rate of five percent over the base rate of the __________________* will be charged on a daily basis on all monies outstanding after the due date until the actual date of payment (both before and after judgement).

Notification of Errors on Invoice: The Customer shall notify NERI KARRA in writing of any error in an invoice within three days of the date of the relevant invoice otherwise the invoice is deemed to be correct in all respects.

Method of Payment: Payments should be made by __________________*, payments should be made to __________________*, for the account of NERI KARRA, account number __________________* and an email sent to NERI KARRA to __________________* confirming that a __________________* payment has been made and setting out the details of it. Subject to prior agreement by NERI KARRA, payments may also be made by cheques. Cheques must be made payable to “ NERI KARRA” and crossed “Account Payee only”.

Withdrawal of Account Facility: NERI KARRA may withdraw the Customer’s account facility at any time.

Suspension of Supplies on Overdue Accounts: If any sum due under this Agreement is not paid by its due date, the Customer’s account is in arrears and/or the Customer has exceeded its credit limit as agreed with Pomegranate, Pomegranate may suspend deliveries of the Products until all sums due and outstanding have been received by Pomegranate from the Customer or deliver part but not all of any orders received from the Customer as Pomegranate may deem appropriate.

*This information will be provided at a later stage with the launch of the NK e-shop.

Customer takes Risk in the Products on Delivery: Risk in the Products shall pass to the Customer immediately on delivery to the Customer or into custody on the Customer’s behalf whichever is the sooner.

Retention of Title: Notwithstanding delivery and the passing of risk, property in and title to the Products shall remain in NERI KARRA until NERI KARRA has received payment of the full price of (a) all Products the subject of the relevant order and (b) all other Products supplied by NERI KARRA to the Customer under any other order or contract whatsoever.

Proper Storage: The Customer shall keep the Products properly stored, protected and insured and separate from all or any other products whether belonging to NERI KARRA, the Customer or any third party.

Power to Revoke: NERI KARRA shall be entitled at any time forthwith to revoke the Customer’s power to deal with the Products and such power shall automatically cease if the Customer shall commit or be subject to any of the events set out in this Agreement.

Upon Termination: Upon termination of the Customer’s power to deal with the Products, the Customer shall place the Products at the disposal of NERI KARRA and NERI KARRA and its servants and agents are hereby irrevocably authorised without the need for consent of any third party but using only such force as may be necessary, to enter upon any premises of the Customer or any third party for the purpose of removing the Products.

Protection for Commercial Secrets:Each party shall keep and procure to be kept secret and confidential all secret or confidential information belonging to the other party disclosed as a result of the relationship of the parties hereunder and shall not use or disclose the same save as envisaged in this Agreement or as required by law. Where disclosure is made to any employee, consultant or agent, it shall be done subject to obligations equivalent to those set out in this clause and each party shall be responsible to the other party in respect of any disclosure or use of such secret or confidential information by a person to whom disclosure is made.

Public Domain: The obligations of confidentiality in this clause shall not extend to any matter which is in or becomes part of the public domain otherwise than by reason of a breach of the obligations of confidentiality in this Agreement or which either party can show was in its written records prior to the date of disclosure of the same by the other party under this Agreement or which it receives from a third party independently entitled to disclose it.

Reimbursement or Replacement: NERI KARRA shall make good at its option by reimbursement of the whole or part of the price which has been paid (and, where relevant, as a deduction from any part of the price remaining unpaid) or by replacement, any failure by the Products to correspond with the relevant order at the time of delivery; provided that:

Time Limit: Any failure to correspond with the relevant order is notified in writing to NERI KARRA within three days from the date of delivery;

Unpaid Monies: NERI KARRA shall be under no liability until any monies due from the Customer under the relevant order have been paid in full;

Inspection of Defective Products: Any Products alleged to be defective or otherwise not in conformity with the order are promptly made available to NERI KARRA for inspection and, if so required by NERI KARRA, are promptly returned by the Customer to NERI KARRA for inspection. Save as set out in this clause the Customer shall have no right to return any Products to NERI KARRA.

Liability Excludes Loss or Damage to Customer: NERI KARRA shall not be liable to the Customer in contract tort (including without limitation negligence) and/or breach of statutory duty for any loss or damage which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of this Agreement by NERI KARRA its servants or agents, in a sum which is greater than the price of the defective or non-conforming Products.

Liability Excludes Consequential Loss: NERI KARRA shall not be liable to the Customer in contract tort (including without limitation negligence) and/or breach of statutory duty for any loss of profits or any indirect or consequential (including economic) loss of any kind which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of this Agreement by NERI KARRA its servants or agents.

Standards of Shop Premises: In order to be approved Shop Premises pursuant to this Agreement, the Customer shall at all times comply with the standards set out in this clause as may be varied by NERI KARRA from time to time and notified to the Customer in writing.

Approval is Non-Extendable: In order to be approved Shop Premises for the Products, the Customer shall not display, sell or advertise the Products at any premises other than the approved Shop Premises without the prior written consent of NERI KARRA.

Approval is Non-Transferable: NERI KARRA shall be entitled at any time forthwith to revoke approved Shop Premises status should ownership of the Customer alter or the appearance of the Shop Premises whether internally or externally, materially alter or the management of the Shop Premises alter.

Staff Trained in NERI KARRA’s Products: The Customer shall employ sufficient and suitable personnel to promote and sell the Products and shall ensure that those personnel are properly trained (a) for the purposes of such promotion and selling and (b) to demonstrate sufficient knowledge of the Products as reasonably expected by NERI KARRA.

Correct Display of Products: The Customer shall comply with all reasonable instructions and/or directions given by NERI KARRA from time to time relating to display of the Products at the Shop Premises and shall not include the Products in the Customer’s catalogue nor shall any Products be displayed or offered to be sold on the Customer’s website (nor shall they be represented as if they were available for sale on the Customer’s website) or offer the Products for sale other than through the Shop Premises without the prior written consent of NERI KARRA.

Pristine Presentation of the Products: The Customer shall not make any modification of the Products or their packaging or alter, remove or tamper with any marks, numbers or other means of identification used on or in relation to the Products.

Use of the Term “Approved NERI KARRA Stockist”: The Customer may describe itself as an Approved NERI KARRA Stockist in relation to the Products sold by it in accordance with this Agreement and in accordance with any other written or other instructions it may receive from NERI KARRA from time to time in relation thereto.

Minimum Range Held in Stock: For the avoidance of doubt there is no minimum range of Products that must be held in stock by the Customer.

Minimum Turnover: For the avoidance of doubt there is no minimum annual purchase requirement.

Non-Acquisition of Rights, Title, or Interest in NERI KARRA: The Customer will not make any representation or do any act or omit to do any thing which may be taken as to indicate that it has any right title or interest in or to the ownership or use of the NERI KARRA name and/or logo except under the provisions of this Agreement and acknowledges that nothing contained in this Agreement shall give the Customer any right title or interest in or to the NERI KARRA name and/or logo save as granted hereby.

Control of the Use of the NERI KARRA Corporate Image: The use of the NERI KARRA name and logo by the Customer shall at all times be in keeping with the standards set by NERI KARRA and as advised by NERI KARRA to the Customer in writing and the Customer shall seek to maintain the distinctiveness and reputation of the NERI KARRA name and logo as determined by NERI KARRA and the Customer shall forthwith cease any use not consistent therewith as NERI KARRA may require and direct.

Non-Confusion of NERI KARRA’s Corporate Image with the Customer s Corporate Image: The Customer shall not use the NERI KARRA name and/or logo as part of any corporate business or trading name or style of the Customer including any online presence. The Customer shall not use the whole or part of NERI KARRA name and/or logo as part of any social media account (including but not limited to Facebook, Instagram, Twitter, Tumblr, Pinterest, etc.). There shall be only one NERI KARRA account per social media which will be managed centrally by NERI KARRA.

Legal Labels: NERI KARRA shall be responsible for ensuring that labelling of the Products complies with the applicable regulations on labelling.

Location of the Products: NERI KARRA’s representatives shall be available to advise the Customer on the display of the Products and any promotional materials relating to the Products to ensure ease of access and consistency of the NERI KARRA brand.

The NERI KARRA Website: Reference to NERI KARRA’s website address may be displayed and promoted in the area designated for the Products.

In-Store Events: Representatives of NERI KARRA will provide reasonable help and advice to the Customer for in-store events that the Customer may organise that involve NERI KARRA’s Products. From time to time a representative of NERI KARRA may be available to co-host in-store events with the Customer in circumstances where the Products comprise the main purpose of such events. In these circumstances whilst NERI KARRA will use its reasonable endeavours to procure that the in-store event takes place on the agreed date, NERI KARRA shall have no liability whatsoever in respect of such event and/or if the event fails to take place for whatever reason. Further NERI KARRA does not in any way guarantee any outcome and/or increased sales as a result of in-store events. The Customer shall be entirely responsible for in-store events including but not limited to all and any costs and expenses in relation thereto.

Duration: This Agreement shall continue in force until terminated in accordance with this Agreement and/or the provisions of this Agreement more generally.

Entitlement to Terminate Forthwith: Either party shall be entitled forthwith to terminate this Agreement by serving notice in accordance with the terms of this Agreement. Furthermore, for the avoidance of doubt, either party shall be entitled forthwith to terminate this Agreement by written notice to the other if:

Breach of Agreement: The other party commits any continuing or material breach of any of the provisions of this Agreement and, in the case of such a breach which is capable of remedy, fails to remedy the same within thirty days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

Financial Difficulties: The other suffers any of the following namely the passing of a resolution or the presentation of a petition for winding-up, bankruptcy or for the appointment of an administrator, the appointment of a receiver and/or manager or administrative receiver over the whole or any part of that other’s undertaking and assets, the making of a proposal for a voluntary arrangement within the relevant insolvency acts or of a proposal for any other composition scheme or arrangement with or the calling by the other of any meeting of its creditors generally, the levying of execution or distress or diligence on any of its assets, the failure to pay its proper debts as and when due and anything analogous to any of the foregoing under the law of the jurisdiction where the other party is established.

Right to Terminate upon Change of Control: NERI KARRA may terminate this Agreement forthwith by giving written notice to the Customer if the Customer undergoes a change of control and “control” means ownership of more than half the capital, business or assets of or the power to exercise more than half the voting rights of or the power to appoint more than half the members of the Board of Directors of or the right to manage the affairs of a party and a “change” shall take place where some person other than the person or persons enjoying such control at the date of this Agreement, acquire it, whether alone or acting in concert with others.

Protection of Rights: The rights to terminate this Agreement given by this clause shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

Effect of Termination: Upon termination of this Agreement for any reason, the Customer shall forthwith cease to hold itself out as having approved Shop Premises status and shall withdraw any advertisements, leaflets, stickers or promotional material describing itself as a stockist of NERI KARRA’s Products. The Customer shall forthwith have no right to use the NERI KARRA name and logo in conjunction with the Products and shall comply with all directions given by NERI KARRA relating to the removal of such material from display at the Customer’s premises. NERI KARRA shall have the right during normal business hours to enter the Customer’s premises for the purpose of removing any advertising, leaflets, stickers or promotional material remaining on display at the Customer’s premises following the expiry of any notice given pursuant to this Agreement. NERI KARRA shall have the right but not the obligation to buy back any stock of Products held by the Customer upon the date of termination.

Continuation of Confidentiality Agreement: Upon the termination of this Agreement for any reason, subject as otherwise provided in this Agreement including the confidentiality obligations above which shall remain in full force and effect with respect to any rights or obligations which have accrued prior to termination, neither party shall have any further obligations under this Agreement.

Agreement is Non-Transferable: This Agreement is personal to the Customer, and the Customer may not, without the prior written agreement of NERI KARRA, assign, mortgage, charge or dispose of any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations under this Agreement.

Limit of Agreement: Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent between the parties.

Extent of Agreement: This Agreement contains the entire Agreement between the parties with respect to its subject matter, supersedes all previous agreements and understandings between the parties, and may not be modified except by an instrument in writing agreed by the parties.

Effect of Invalid or Unenforceable Provisions: If any provision of this Agreement is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.

Effect of Waivers Given: Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision.

Effect of Factors Beyond Reasonable Control: Neither party shall have any liability for any failure to perform or for any delay in the performance (other than as to payment) of any of its obligations under the Agreement caused by any factor beyond its reasonable control.

Serving of Notices: All notices under this Agreement shall be in writing and may be served upon the parties by sending the notice by post addressed to the other party at the address given above or at such other addresses as that party shall from time to time by notice in writing give to the other party for the purpose of service of notices hereunder or by email sent to the email address as that party shall from time to time give the other party and every such notice shall be deemed to have been served if served by post at the expiration of three days after dispatch of the same and in providing service it shall be sufficient to show in the case of a letter that that the same was duly addressed prepaid and posted in the manner aforesaid or if served by email notice shall be deemed to have been served on the next normal business day of the recipient following dispatch. Saturdays, Sundays and Bank Holidays shall not in any event be treated as a day on which service is effected, and service shall be deemed to take place on the next normal business day of the recipient thereafter.

There are None: For the avoidance of doubt save as expressly provided herein nothing in this Agreement shall confer on any third party any benefit or the right to enforce any provision of this Agreement.

Law and Jurisdiction: This Agreement shall be governed by and construed in all respects in accordance with the laws of __________________*. All disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the __________________* and the parties irrevocable submit thereto.

*This information will be provided at a later stage with the launch of the NK e-shop.